Common use of Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records Clause in Contracts

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) Each of the Borrower (including on behalf of each Securitization Subsidiary) and the Servicer shall permit representatives of the Facility Agent (upon prior written notice and only during the normal business hours of the Borrower and the Servicer) at such time as the Facility Agent shall reasonably request (x) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (y) to visit its properties in connection with the collection, processing or servicing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party and the Servicer agrees to render to the Facility Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once in any calendar year. During the existence of an Unmatured Event of Default, an Event of Default, an Unmatured Servicer Default or a Servicer Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection. (b) Each Loan Party (and in the case of the Securitization Subsidiaries, the Borrower on behalf of the Securitization Subsidiaries) and the Servicer, as applicable, shall provide to the Facility Agent access to the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three Business Days’ prior written notice (so long as no Unmatured Event of Default, Event of Default or Servicer Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once per calendar year (so long as no Unmatured Event of Default, Event of Default or Servicer Default has occurred and is continuing). From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Agent, the Facility Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once in any calendar year, conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d). (c) Nothing in this Section 7.9 shall derogate from the obligation of any Loan Party and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.9. (d) The Borrower shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.6.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) Each of the Borrower (including on behalf of each Securitization Subsidiary) and the Servicer shall permit representatives of the Facility Agent (upon prior written notice and only during the normal business hours of the Borrower and the Servicer) at such time as the Facility Agent shall reasonably request (x) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (y) to visit its properties in connection with the collection, processing or servicing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party and the Servicer agrees to render to the Facility Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; providedprovided that, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once in any calendar year. During the existence of an Unmatured Event of Default, an Event of Default, an Unmatured Servicer Default or a Servicer Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection. (b) Each Loan Party (and in the case of the Securitization Subsidiaries, the Borrower on behalf of the Securitization Subsidiaries) and the Servicer, as applicable, shall provide to the Facility Agent access to the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three Business Days’ prior written notice (so long as no Unmatured Event of Default, Event of Default or Servicer Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once per calendar year (so long as no Unmatured Event of Default, Event of Default or Servicer Default has occurred and is continuing). From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Agent, the Facility Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once in any calendar year, conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d). (c) Nothing in this Section 7.9 shall derogate from the obligation of any Loan Party and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.9. (d) The Borrower shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.6.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) The Servicer shall, at the Borrower’s expense, retain Protiviti, Inc. (or another nationally recognized audit firm acceptable to the Facility Agent in its sole discretion) to conduct and complete a procedural review of the Collateral Obligations in compliance with the standards set forth on Exhibit B hereto once annually at the request of the Facility Agent. The Servicer shall promptly forward the results of such audit to the Facility Agent and, upon request, the Servicer shall forward a copy of such audit to each Agent that has previously executed a release letter acceptable to Protiviti or such other nationally recognized audit firm. (b) Each of the Borrower (including on behalf of each Securitization Subsidiary) and the Servicer shall permit representatives of the Facility Agent (upon prior written notice at any time and only during the normal business hours of the Borrower and the Servicer) at such from time to time as the Facility Agent shall reasonably request (xa) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (yb) to visit its properties in connection with the collection, processing or servicing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party of the Borrower and the Servicer agrees to render to the Facility Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three five Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once in any calendar year. During the existence of an Unmatured Event of Default, an Event of Default, an Unmatured Servicer Default or a Servicer Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection, but such inspection must occur at reasonable times and for a reasonable cost. (bc) Each Loan Party (and in the case of the Securitization Subsidiaries, the The Borrower on behalf of the Securitization Subsidiaries) and the Servicer, as applicable, shall provide to the Facility Agent access to the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three two Business Days’ prior written notice (so long as no Unmatured Event of Default, Event of Default or Servicer Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once per calendar year (so long as no Unmatured Event of Default, Event of Default or Servicer Default has occurred and is continuing). From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Agent, the Facility Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once in any calendar year, conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d7.9(e). In connection with the foregoing, the Facility Agent shall use commercially reasonable efforts to comply with any applicable confidentiality provisions of any relevant Underlying Instrument. (cd) Nothing in this Section 7.9 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.9. (de) The Borrower Servicer shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.6.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) Each of the Borrower (including on behalf of each Securitization Subsidiary) and the Servicer shall permit representatives of the Facility Agent (upon prior written notice at any time and only during the normal business hours of the Borrower and the Servicer) at such from time to time as the Facility Agent shall reasonably request request, upon reasonable advance notice and during normal business hours, (x) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, including without limitation, any underwriting memos or materials relating thereto, and (y) to visit its properties in connection with the collection, processing or servicing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters, in each case other than (x) material and affairs protected by the attorney-client privilege and (y) material which such Person may not disclose without violation of any Applicable Law or contract (including any confidentiality agreement). Each Loan Party of the Borrower and the Servicer agrees to render to the Facility Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s or the Borrower’s business and operations. So long as no Unmatured Event of Default, Default or Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once in any calendar year. During the existence of an Unmatured Event of Default, one additional inspection shall be permitted. During the existence of an Event of Default, an Unmatured Servicer Default or a Servicer Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspectioninspections. (b) Each Loan Party (and in the case of the Securitization Subsidiaries, the The Borrower on behalf of the Securitization Subsidiaries) and the Servicer, as applicable, shall provide to the Facility Agent access to the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only subject to Section 7.9(d) and (i) upon three at least five (5) Business Days’ prior written notice (so long as no Unmatured Event of Default, Default or Event of Default or Servicer Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once per calendar year (so long as no Unmatured Event of Default, Default or Event of Default or Servicer Default has occurred and is continuing). From and after the Effective Closing Date and periodically thereafter at the reasonable discretion of the Facility Agent, the Facility Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and proceduresServicing Standard, as well as this Agreement and may, no more than once twice in any calendar year, conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d). (c) Nothing in this Section 7.9 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law or contract prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.9. (d) The Borrower shall bear the reasonable out-of-pocket costs and expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.618.6 up to $25,000 unless an Event of Default or an Unmatured Event of Default shall have occurred and is continuing, in which case such cap shall not apply.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) Each of the Borrower (including on behalf of each Securitization Subsidiary) and the Servicer shall permit representatives of the Facility Agent (upon prior written notice at any time and only during the normal business hours of the Borrower and the Servicer) at such from time to time as the Facility Agent shall reasonably request (x) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (y) to visit its properties in connection with the collection, processing or servicing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party of the Borrower and the Servicer agrees to render to the Facility Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three two Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once twice in any calendar year. During the existence of an Unmatured Event of Default, an Event of Default, an Unmatured Servicer Default or a Servicer Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection. (b) Each Loan Party (and in the case of the Securitization Subsidiaries, the The Borrower on behalf of the Securitization Subsidiaries) and the Servicer, as applicable, shall provide to the Facility Agent access to the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three two Business Days’ prior written notice (so long as no Unmatured Event of Default, Event of Default or Servicer Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once twice per calendar year (so long as no Unmatured Event of Default, Event of Default or Servicer Default has occurred and is continuing). From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Agent, the Facility Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once twice in any calendar year, conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d). (c) Nothing in this Section 7.9 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.9. (d) The Borrower Servicer shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.6.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) Each of the Borrower (including on behalf of each Securitization Subsidiary) and the Servicer shall permit representatives of the Facility Agent (upon prior written notice and only during the normal business hours of the Borrower and the Servicer) at such time as the Facility Agent shall reasonably request (x) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (y) to visit its properties in connection with the collection, processing or servicing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party and the Servicer agrees to render to the Facility Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that that, such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once in any calendar year. During the existence of an Unmatured Event of Default, an Event of Default, an Unmatured Servicer Default or a Servicer Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection. (b) Each Loan Party (and in the case of the Securitization Subsidiaries, the Borrower on behalf of the Securitization Subsidiaries) and the Servicer, as applicable, shall provide to the Facility Agent access to the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three Business Days’ prior written notice (so long as no Unmatured Event of Default, Event of Default or Servicer Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once per calendar year (so long as no Unmatured Event of Default, Event of Default or Servicer Default has occurred and is continuing). From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Agent, the Facility Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once in any calendar year, conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d). (c) Nothing in this Section 7.9 shall derogate from the obligation of any Loan Party and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.9. (d) The Borrower shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.6.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) Each of the The Borrower (including on behalf of each Securitization Subsidiary) shall, and shall cause the Servicer shall to, at the Borrower’s expense, permit representatives of the Facility Agent (upon prior written notice at any time and only during the normal business hours of the Borrower and the Servicer) at such from time to time as the Facility Agent shall reasonably request (xA) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (yB) to visit its properties in connection with the collection, processing or servicing managing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party The Borrower agrees, and will cause the Servicer agrees Servicer, to render to the Facility Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Event of Default or Servicer Event of Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three five Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once twice in any calendar year. During the existence of an Unmatured Event of Default, an Event of Default, an Unmatured Servicer Event of Default or a Servicer Event of Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection. (b) Each Loan Party (and in the case Without duplication of the Securitization Subsidiariesother inspection or audit rights of the Agent set forth in this Section 7.9, the Borrower on behalf of shall, and shall cause the Securitization Subsidiaries) Servicer to, at the Borrower’s expense and the Servicer, as applicable, shall provide to the Facility Agent access to the documentation evidencing the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three two Business Days’ prior written notice (so long as no Unmatured Event of Default, Event of Default or Servicer Event of Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once twice per calendar year (so long as no Unmatured Event of Default, Event of Default or Servicer Event of Default has occurred and is continuing). From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Agent, the Facility Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once twice in any calendar yearyear (without duplication of the other inspection or audit rights of the Agent set forth in this Section 7.9), conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d). (c) Nothing in this Section 7.9 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.9. (d) The Borrower shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.6.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) Each of the Borrower (including on behalf of each Securitization Subsidiary) and the Servicer shall permit representatives of the Facility Agent (upon prior written notice at any time and only during the normal business hours of the Borrower and the Servicer) at such from time to time as the Facility Agent shall reasonably request (x) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (y) to visit its properties in connection with the collection, processing or servicing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters, in each case other than (x) material and affairs protected by the attorney-client privilege and (y) material which such Person may not disclose without violation of any Applicable Law. Each Loan Party of the Borrower and the Servicer agrees to render to the Facility Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three (3) Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once twice in any calendar year. During the existence of an Unmatured Event of Default, an Event of Default, an Unmatured Servicer Default or a Servicer Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection. (b) Each Loan Party (and in the case of the Securitization Subsidiaries, the The Borrower on behalf of the Securitization Subsidiaries) and the Servicer, as applicable, shall provide to the Facility Agent access to the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three (3) Business Days’ prior written notice (so long as no Unmatured Event of Default, Event of Default or Servicer Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once twice per calendar year (so long as no Unmatured Event of Default, Event of Default or Servicer Default has occurred and is continuing). From and after the Effective Closing Date and periodically thereafter at the reasonable discretion of the Facility Agent, the Facility Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once twice in any calendar year, conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d). (c) Nothing in this Section 7.9 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.9. In connection with the foregoing clauses (a) and (b) of Section 7.9, the Facility Agent and each applicable Lender shall comply with any applicable confidentiality provisions of any relevant Underlying Instrument. (d) The Borrower shall bear All of the costs and expenses of all any audits and inspections permitted by this Section 7.9 as well as Section 18.618.6 shall be Servicer Expenses, subject to a maximum of $100,000 per annum of such expenses in the aggregate, and any additional audits, inspections or expenses in excess of $100,000 per annum shall be for the account of the Facility Agent or Lenders, as applicable; provided that during the continuance of an Unmatured Event of Default, an Event of Default, an Unmatured Servicer Default or a Servicer Default, the Servicer shall be required to bear the expense of all such inspections and audits.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) The Administrative Agent shall, at the Borrower’s expense, retain Protiviti, Inc. (or another nationally recognized audit firm acceptable to the Administrative Agent in its sole discretion) to conduct and complete a procedural review of the Collateral Obligations in compliance with the standards set forth on Exhibit B hereto, (i) within 90 days after the Effective Date and (ii) twice annually at the request of the Administrative Agent thereafter. The Administrative Agent shall upon request, provide the results of such audit to the Collateral Agent and any Lender; provided that any requesting Lender executes a confidentiality agreement acceptable to the Administrative Agent and Protiviti, Inc. or such other nationally recognized audit firm, as applicable. (b) Each of the Borrower (including on behalf of each Securitization Subsidiary) and the Servicer shall permit representatives of the Facility Administrative Agent (upon prior written notice at any time and only during the normal business hours of the Borrower and the Servicer) at such from time to time as the Facility Administrative Agent shall reasonably request (xa) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (yb) to visit its properties in connection with the collection, processing or servicing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party of the Borrower and the Servicer agrees to render to the Facility Administrative Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, Default or Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three two Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once twice in any calendar year. During the existence of an Unmatured Event of Default, Default or an Event of Default, an Unmatured Servicer Default or a Servicer Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection. (bc) Each Loan Party (and in the case of the Securitization Subsidiaries, the The Borrower on behalf of the Securitization Subsidiaries) and the Servicer, as applicable, shall provide to the Facility Administrative Agent access to the documentation evidencing the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Administrative Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three two Business Days’ prior written notice (so long as no Unmatured Event of Default, Default or Event of Default or Servicer Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once twice per calendar year (so long as no Unmatured Event of Default, Default or Event of Default or Servicer Default has occurred and is continuing)) or unless necessary to comply with Applicable Law. From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Administrative Agent, the Facility Administrative Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once twice in any calendar year, conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d7.9(e). In connection with the foregoing, the Administrative Agent shall use commercially reasonable efforts to comply with any applicable confidentiality provisions of any relevant Underlying Instrument. (cd) Nothing in this Section 7.9 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.9. (de) The Borrower Servicer shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.6.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) Each of the The Borrower (including on behalf of each Securitization Subsidiary) shall, and shall cause the Servicer shall to, at the Borrower’s expense, permit representatives of the Facility Agent (upon prior written notice at any time and only during the normal business hours of the Borrower and the Servicer) at such from time to time as the Facility Agent shall reasonably request (xA) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (yB) to visit its properties in connection with the collection, processing or servicing managing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party The Borrower agrees, and will cause the Servicer agrees Servicer, to render to the Facility Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Event of Default or Servicer Event of Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three five Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once in any calendar year. During the existence of an Unmatured Event of Default, an Event of Default, an Unmatured Servicer Event of Default or a Servicer Event of Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspectioninspections. (b) Each Loan Party (The Borrower shall, and in shall cause the case of Servicer to, at the Securitization Subsidiaries, the Borrower on behalf of the Securitization Subsidiaries) Borrower’s expense and the Servicer, as applicable, shall provide to the Facility Agent access to the documentation evidencing the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three five Business Days’ prior written notice (so long as no or, if an Unmatured Event of Default, Event of Default or Servicer Event of Default has occurred and is continuing, two Business Days prior written notice), (ii) during normal business hours and (iii) up to once per calendar year (so long as no Unmatured Event of Default, Event of Default or Servicer Event of Default has occurred and is continuing). From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Agent, the Facility Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once in any calendar yearyear (without duplication of the other inspection or audit rights of the Agent set forth in this Section 7.9), conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d). (c) Nothing in this Section 7.9 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.9. (d) The Borrower shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 7.9, subject to a maximum of $75,000 per annum of such expenses in the aggregate, and any additional audits, inspections or expenses in excess of $75,000 per annum shall be for the account of the Agent or Lenders, as well as applicable; provided, that during the continuance of an Event of Default or a Servicer Event of Default, the Borrower shall be required to bear the expense of all such inspections and audits. (e) Notwithstanding the foregoing and for the avoidance of doubt, the obligation of the Borrower to permit visits and inspections pursuant to Section 18.67.9(a) and the obligation of the Borrower to provide access pursuant to Section 7.9(b) shall be inclusive, such that, to the extent the Agent decides to exercise its rights under both Sections in any calendar year, the Agent may only exercise its rights under Section 7.9(a) and Section 7.9(b) concurrently, -100- unless an Unmatured Event of Default, Event of Default or Servicer Event of Default has occurred and is continuing.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) The Servicer shall, at the Borrower’s expense, retain Protiviti, Inc. (or another nationally recognized audit firm acceptable to the Facility Agent in its sole discretion) to conduct and complete a procedural review of the Collateral Obligations in compliance with the standards set forth on Exhibit B hereto (as such Exhibit B may be updated from time to time by the Facility Agent with the written consent of the Borrower) (i) within 120 days after the Effective Date and (ii) once annually at the request of the Facility Agent. The Servicer shall promptly forward the results of such audit to the Facility Agent and, upon request, the Servicer shall forward a copy of such audit to each Agent that has previously executed a release letter acceptable to Protiviti or such other nationally recognized audit firm. (b) Each of the Borrower (including on behalf of each Securitization Subsidiary) and the Servicer shall permit representatives of the Facility Agent (upon prior written notice at any time and only during the normal business hours of the Borrower and the Servicer) at such from time to time as the Facility Agent shall reasonably request (xa) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (yb) to visit its properties in connection with the collection, processing or servicing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party of the Borrower and the Servicer agrees to render to the Facility Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three five Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once in any calendar year. During the existence of an Unmatured Event of Default, an Event of Default, an Unmatured Servicer Default or a Servicer Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection, but such inspection must occur at reasonable times and for a reasonable cost. (bc) Each Loan Party (and in the case of the Securitization Subsidiaries, the The Borrower on behalf of the Securitization Subsidiaries) and the Servicer, as applicable, shall provide to the Facility Agent access to the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three two Business Days’ prior written notice (so long as no Unmatured Event of Default, Event of Default or Servicer Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once per calendar year (so long as no Unmatured Event of Default, Event of Default or Servicer Default has occurred and is continuing). From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Agent, the Facility Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once in any calendar year, conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d7.9(e). In connection with the foregoing, the Facility Agent shall use commercially reasonable efforts to comply with any applicable confidentiality provisions of any relevant Underlying Instrument. (cd) Nothing in this Section 7.9 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.9. (de) The Borrower Servicer shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.6.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) Each of the The Borrower (including on behalf of each Securitization Subsidiary) shall, and shall cause the Servicer shall to, at the Borrower’s expense, permit representatives of the Facility Agent (upon prior written notice at any time and only during the normal business hours of the Borrower and the Servicer) at such from time to time as the Facility Agent shall reasonably request (xA) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (yB) to visit its properties in connection with the collection, processing or servicing managing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party The Borrower agrees, and will cause the Servicer agrees Servicer, to render to the Facility Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Event of Default or Servicer Event of Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three five Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once in any calendar year. During the existence of an Unmatured Event of Default, an Event of Default, an Unmatured Servicer Event of Default or a Servicer Event of Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection. (b) Each Loan Party (The Borrower shall, and in shall cause the case of Servicer to, at the Securitization SubsidiariesBorrower’s expense, the Borrower on behalf of the Securitization Subsidiaries) and the Servicer, as applicable, shall provide to the Facility Agent access to the documentation evidencing the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three five Business Days’ prior written notice (so long as no Unmatured Event of Default, Event of Default or Servicer Event of Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once per calendar year (so long as no Unmatured Event of Default, Event of Default or Servicer Event of Default has occurred and is continuing). From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Agent, the Facility Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once twice in any calendar year, conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d). (c) Nothing in this Section 7.9 7.7 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of any such obligation shall not constitute a breach of this Section 7.97.7. (d) The Borrower shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.6.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) The Servicer shall, at the Borrower’s expense, retain Protiviti, Inc. (or another nationally recognized audit firm acceptable to the Administrative Agent in its sole discretion) to conduct and complete a procedural review of the Collateral Obligations in compliance with the standards set forth on Exhibit B hereto, (i) within 90 days after the Effective Date and (ii) twice annually at the request of the Administrative Agent thereafter. The Servicer shall promptly forward the results of such audit to the Administrative Agent and the Collateral Agent. (b) Each of the Borrower (including on behalf of each Securitization Subsidiary) and the Servicer shall permit representatives of the Facility Administrative Agent (upon prior written notice at any time and only during the normal business hours of the Borrower and the Servicer) at such from time to time as the Facility Administrative Agent shall reasonably request (xa) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (yb) to visit its properties in connection with the collection, processing or servicing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party of the Borrower and the Servicer agrees to render to the Facility Administrative Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three two Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once twice in any calendar year. During the existence of an Unmatured Event of Default, an Event of Default, an Unmatured Servicer Default or a Servicer Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection. (bc) Each Loan Party (and in the case of the Securitization Subsidiaries, the The Borrower on behalf of the Securitization Subsidiaries) and the Servicer, as applicable, shall provide to the Facility Administrative Agent access to the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Administrative Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three two Business Days’ prior written notice (so long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once twice per calendar year (so long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing)) or unless necessary to comply with Applicable Law. From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Administrative Agent, the Facility Administrative Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once twice in any calendar year, conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d7.9(e).. In connection with the foregoing, the Administrative Agent shall use commercially reasonable efforts to comply with any applicable confidentiality provisions of any relevant Underlying Instrument. -62- (cd) Nothing in this Section 7.9 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.9. (de) The Borrower Servicer shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.6.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) Each of the Borrower (including on behalf of each Securitization Subsidiary) and the Servicer shall permit representatives of the Facility Agent (upon prior written notice at any time and only during the normal business hours of the Borrower and the Servicer) at such from time to time as the Facility Agent shall reasonably request (x) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (y) to visit its properties in connection with the collection, processing or servicing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party of the Borrower and the Servicer agrees to render to the Facility Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three two Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once twice in any calendar year. During the existence of an Unmatured Event of Default, an Event of Default, an Unmatured Servicer Default or a Servicer Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection. (b) Each Loan Party (and in the case of the Securitization Subsidiaries, the The Borrower on behalf of the Securitization Subsidiaries) and the Servicer, as applicable, shall provide to the Facility Agent access to the Collateral Obligations and all other documents regarding the Collateral USActive 58353885.2 Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three two Business Days’ prior written notice (so long as no Unmatured Event of Default, Event of Default or Servicer Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once twice per calendar year (so long as no Unmatured Event of Default, Event of Default or Servicer Default has occurred and is continuing). From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Agent, the Facility Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once twice in any calendar year, conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d). (c) Nothing in this Section 7.9 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.9. (d) The Borrower Servicer shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.6.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) Each of the The Borrower (including on behalf of each Securitization Subsidiary) and the Servicer shall permit representatives of the Facility Agent (and, upon prior written notice and only during the normal business hours of the Borrower and the Servicerrequest, any Agent) at such any time and from time to time as the Facility Agent or the Collateral Agent shall reasonably request (xi) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (yii) to visit its properties in connection with the collection, processing or servicing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party The Borrower and the Servicer agrees to render to the Facility Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three two Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once twice in any calendar year. During the existence of an Unmatured Event of Default, an Event of Default, an Unmatured Servicer Default or a Servicer Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection. (b) Each Loan Party (and in the case of the Securitization Subsidiaries, the The Borrower on behalf of the Securitization Subsidiaries) and the Servicer, as applicable, shall provide to the Facility Agent and each Agent access to the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three two Business Days’ prior written notice (so long as no Unmatured Event of Default, Event of Default or Servicer Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once twice per calendar year (so long as no Unmatured Event of Default, Event of Default or Servicer Default has occurred and is continuing). From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Agent, the Facility Agent (who may be accompanied by any requesting Agent) may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once twice in any calendar year, conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d). In connection with the foregoing, the Facility Agent shall use reasonable efforts to comply with any applicable confidentiality provisions of any relevant Underlying Instrument. (c) Nothing in this Section 7.9 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.9. (d) The Borrower Servicer shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.6.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) Each of the The Borrower (including on behalf of each Securitization Subsidiary) shall, and shall cause the Servicer shall to, at the Borrower’s expense, permit representatives of the Facility Agent (upon prior written notice at any time and only during the normal business hours of the Borrower and the Servicer) at such from time to time as the Facility Agent shall reasonably request (xA) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (yB) to visit its properties in connection with the collection, processing or servicing managing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party The Borrower agrees, and will cause the Servicer agrees Servicer, to render to the Facility Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Event of Default or Servicer Event of Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three five Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once in any calendar year. During the existence of an Unmatured Event of Default, an Event of Default, an Unmatured Servicer Event of Default or a Servicer Event of Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspectioninspections. (b) Each Loan Party (The Borrower shall, and in shall cause the case of Servicer to, at the Securitization Subsidiaries, the Borrower on behalf of the Securitization Subsidiaries) Borrower’s expense and the Servicer, as applicable, shall provide to the Facility Agent access to the documentation evidencing the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three five Business Days’ prior written notice (so long as no or, if an Unmatured Event of Default, Event of Default or Servicer Event of Default has occurred and is continuing, two Business Days prior written notice), (ii) during normal business hours and (iii) up to once per calendar year (so long as no Unmatured Event of Default, Event of Default or Servicer Event of Default has occurred and is continuing). From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Agent, the Facility Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once in any calendar yearyear (without duplication of the other inspection or audit rights of the Agent set forth in this Section 7.9), conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d). (c) Nothing in this Section 7.9 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.9. (d) The Borrower shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 7.9, subject to a maximum of $75,000 per annum of such expenses in the aggregate, and any additional audits, inspections or expenses in excess of $75,000 per annum shall be for the account of the Agent or Lenders, as well as applicable; provided, that during the continuance of an Event of Default or a Servicer Event of Default, the Borrower shall be required to bear the expense of all such inspections and audits. (e) Notwithstanding the foregoing and for the avoidance of doubt, the obligation of the Borrower to permit visits and inspections pursuant to Section 18.67.9(a) and the obligation of the Borrower to provide access pursuant to Section 7.9(b) shall be inclusive, such that, to the extent the Agent decides to exercise its rights under both Sections in any calendar year, the Agent may only exercise its rights under Section 7.9(a) and Section 7.9(b) concurrently, unless an Unmatured Event of Default, Event of Default or Servicer Event of Default has occurred and is continuing.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) The Administrative Agent shall, at the Borrower’s expense, retain Protiviti, Inc. (or another nationally recognized audit firm acceptable to the Administrative Agent in its sole discretion) to conduct and complete a procedural review of the Collateral Obligations in compliance with the standards set forth on Exhibit B hereto, (i) within 90 days after the Effective Date and (ii) twice annually at the request ofonce in each 12 month period (provided, that the Administrative Agent thereaftermay request a second review in any 12 month period). The Administrative Agent shall upon request, provide the results of such audit to the Collateral Agent and any Lender; provided that any requesting Lender executes a confidentiality agreement acceptable to the Administrative Agent and Protiviti, Inc. or such other nationally recognized audit firm, as applicable. (b) Each of the Borrower (including on behalf of each Securitization Subsidiary) and the Servicer shall permit representatives of the Facility Administrative Agent (upon prior written notice at any time and only during the normal business hours of the Borrower and the Servicer) at such from time to time as the Facility Administrative Agent shall reasonably request (xa) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (yb) to visit its properties in connection with the collection, processing or servicing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party of the Borrower and the Servicer agrees to render to the Facility Administrative Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, Default or Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three two Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once twice in any calendar year. During the existence of an Unmatured Event of Default, Default or an Event of Default, an Unmatured Servicer Default or a Servicer Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection. (bc) Each Loan Party (and in the case of the Securitization Subsidiaries, the The Borrower on behalf of the Securitization Subsidiaries) and the Servicer, as applicable, shall provide to the Facility Administrative Agent access to the documentation evidencing the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Administrative Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three two Business Days’ prior written notice (so long as no Unmatured Event of Default, Default or Event of Default or Servicer Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once twice per calendar year (so long as no Unmatured Event of Default, Default or Event of Default or Servicer Default has occurred and is continuing)) or unless necessary to comply with Applicable Law. From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Administrative Agent, the Facility Administrative Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once twice in any calendar year, conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d7.9(e). In connection with the foregoing, the Administrative Agent shall use commercially reasonable efforts to comply with any applicable confidentiality provisions of any relevant Underlying Instrument. (cd) Nothing in this Section 7.9 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.9. (de) The Borrower Servicer shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.6.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) Each of the The Borrower (including on behalf of each Securitization Subsidiary) shall, and shall cause the Servicer shall to, at the Borrower’s expense, permit representatives of the Facility Agent (upon prior written notice at any time and only during the normal business hours of the Borrower and the Servicer) at such from time to time as the Facility Agent shall reasonably request (xA) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (yB) to visit its properties in connection with the collection, processing or servicing managing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party The Borrower agrees, and will cause the Servicer agrees Servicer, to render to the Facility Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of DefaultFacility Termination Event, Event of DefaultFacility Termination Event, Unmatured Servicer Event of Default or Servicer Event of Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three five Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once twice in any calendar year. During the existence of an Unmatured Event of DefaultFacility Termination Event, an Event of Defaulta Facility Termination Event, an Unmatured Servicer Event of Default or a Servicer Event of Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection. (b) Each Loan Party (The Borrower shall, and in shall cause the case of Servicer to, at the Securitization Subsidiaries, the Borrower on behalf of the Securitization Subsidiaries) Borrower’s expense and the Servicer, as applicable, shall provide to the Facility Agent access to the documentation evidencing the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three two Business Days’ prior written notice (so long as no Unmatured Facility Termination Event, Facility Termination Event or Servicer Event of Default, Event of Default or Servicer Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once twice per calendar year (so long as no Unmatured Facility Termination Event, Facility Termination Event or Servicer Event of Default, Event of Default or Servicer Default has occurred and is continuing). From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Agent, the Facility Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once twice in any calendar year, conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d). (c) Nothing in this Section 7.9 7.10 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.97.10. (d) The Borrower shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.6.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) The Administrative Agent shall, at the Borrower’s expense, retain Protiviti, Inc. (or another nationally recognized audit firm acceptable to the Administrative Agent in its sole discretion) to conduct and complete a procedural review of the Collateral Obligations in compliance with the standards set forth on Exhibit B hereto, (i) within 90 days after the Effective Date and (ii) twice annually at the request of the Administrative Agent thereafter. The Administrative Agent shall upon request, provide the results of such audit to the Collateral Agent and any Lender; provided that any requesting Lender executes a confidentiality agreement acceptable to the Administrative Agent and Protiviti, Inc. (b) Each of the Borrower (including on behalf of each Securitization Subsidiary) and the Servicer shall permit representatives of the Facility Administrative Agent (upon prior written notice at any time and only during the normal business hours of the Borrower and the Servicer) at such from time to time as the Facility Administrative Agent shall reasonably request (xa) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (yb) to visit its properties in connection with the collection, processing or servicing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party of the Borrower and the Servicer agrees to render to the Facility Administrative Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three two Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once twice in any calendar year. During the existence of an Unmatured Event of Default, an Event of Default, an Unmatured Servicer Default or a Servicer Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection. (bc) Each Loan Party (and in the case of the Securitization Subsidiaries, the The Borrower on behalf of the Securitization Subsidiaries) and the Servicer, as applicable, shall provide to the Facility Administrative Agent access to the documentation evidencing the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Administrative Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three two Business Days’ prior written notice (so long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once twice per calendar year (so long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing)) or unless necessary to comply with Applicable Law. From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Administrative Agent, the Facility Administrative Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once twice in any calendar year, conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d7.9(e). In connection with the foregoing, the Administrative Agent shall use commercially reasonable efforts to comply with any applicable confidentiality provisions of any relevant Underlying Instrument. (cd) Nothing in this Section 7.9 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.9. (de) The Borrower Servicer shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.6.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) Each of the The Borrower (including on behalf of each Securitization Subsidiary) shall, and shall cause the Servicer shall to, at the Borrower’s expense, permit representatives of the Facility Agent (upon prior written notice at any time and only during the normal business hours of the Borrower and the Servicer) at such from time to time as the Facility Agent shall reasonably request (xA) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (yB) to visit its properties in connection with the collection, processing or servicing managing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party The Borrower agrees, and will cause the Servicer agrees Servicer, to render to the Facility Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of DefaultFacility Termination Event, Event of DefaultFacility Termination Event, Unmatured Servicer Event of Default or Servicer Event of Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three five Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once twice in any calendar year. During the existence of an Unmatured Event of DefaultFacility Termination Event, an Event of Defaulta Facility Termination Event, an Unmatured Servicer Event of Default or a Servicer Event of Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection. (ba) Each Loan Party (and in the case Without duplication of the Securitization Subsidiariesother inspection or audit rights of the Facility Agent set forth in this Section 7.10, the Borrower on behalf of shall, and shall cause the Securitization Subsidiaries) Servicer to, at the Borrower’s expense and the Servicer, as applicable, shall provide to the Facility Agent access to the documentation evidencing the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three two Business Days’ prior written notice (so long as no Unmatured Facility Termination Event, Facility Termination Event or Servicer Event of Default, Event of Default or Servicer Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once twice per calendar year (so long as no Unmatured Facility Termination Event, Facility Termination Event or Servicer Event of Default, Event of Default or Servicer Default has occurred and is continuing). From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Agent, the Facility Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once twice in any calendar yearyear (without duplication of the other inspection or audit rights of the Facility Agent set forth in this Section 7.10), conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d). (cb) Nothing in this Section 7.9 7.10 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.97.10. (d) The Borrower shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.6.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) The Facility Agent shall, at the Borrower’s expense, retain Protiviti, Inc. (or another nationally recognized audit firm acceptable to the Facility Agent in its sole discretion) to conduct and complete a procedural review of the Collateral Obligations in compliance with the standards set forth on Exhibit B hereto (as such Exhibit B may be reasonably amended from time to time by the Facility Agent with the consent of the Borrower; provided that during the occurrence of an Unmatured Event of Default or Event of Default, the Facility Agent may amend Exhibit B in its sole discretion by delivery of such amended Exhibit B by the Facility Agent to the Borrower without the consent of the Borrower or any other Person), (i) within 120 days after the Effective Date and (ii) twice annually thereafter at the request of the Facility Agent; provided that there shall be no limits on the Facility Agent’s right to conduct audits (at the Borrower’s expense) during the occurrence of an Unmatured Event of Default or Event of Default. The Facility Agent shall upon request, provide the results of such audit to the Borrower, the Servicer, the Collateral Agent and any Lender; provided that such requesting Borrower, Servicer, Collateral Agent or Lender executes a confidentiality agreement acceptable to the Facility Agent and Protiviti, Inc. or such other nationally recognized audit firm, as applicable. (b) Each of the Borrower (including on behalf of each Securitization Subsidiary) and the Servicer shall permit representatives of the Facility Agent (upon prior written notice and only during the normal business hours of the Borrower and the ServicerLenders may accompany the Facility Agent) and the Collateral Agent at such any time and from time to time as the Facility Agent shall reasonably request (xa) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (yb) to visit its properties in connection with the collection, processing or servicing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party of the Borrower and the Servicer agrees to render to the Facility Agent, Collateral Agent or any Lender such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three Business Daysfive (5) days’ prior written notice, (ii) during normal business hours and (iii) no more than once twice in any calendar year. During the existence of an Unmatured Event of Default, such visits and inspections shall occur upon three (3) Business Day’s prior written notice and during the existence of an Event of DefaultDefault During, such visits and inspections shall occur upon two (2) Business Days’ prior written notice. During the existence of an Unmatured Servicer Event of Default or a Servicer an Event of Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspectioninspections. (bc) Each Loan Party (and in the case of the Securitization Subsidiaries, the The Borrower on behalf of the Securitization Subsidiaries) and the Servicer, as applicable, shall provide to the Facility Agent (who may be accompanied by the Lenders) and the Collateral Agent access to the documentation evidencing the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Agent or any Lender or Collateral Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three Business Daysfive (5) days’ prior written notice (so long as no Unmatured Event of Default, Event of Default or Servicer Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once twice per calendar year (so long as no Unmatured Event of Default, Event of Default or Servicer Default has occurred and is continuing)) or unless necessary to comply with Applicable Law. From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Agent, the Facility Agent (who may be accompanied by the Lenders) and the Collateral Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once twice in any calendar year, conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d7.9(e). In connection with the foregoing, the Facility Agent and each applicable Lender shall use commercially reasonable efforts to comply with any applicable confidentiality provisions of any relevant Underlying Instrument. (cd) Nothing in this Section 7.9 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.9. (de) The Borrower Servicer shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 to the extent set forth herein as well as Section 18.6.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) The Administrative Agent shall, at the Borrower’s expense, retain Protiviti, Inc. (or another nationally recognized audit firm acceptable to the Administrative Agent in its sole discretion) to conduct and complete a procedural review of the Collateral Obligations in compliance with the standards set forth on Exhibit B hereto, (i) within 90 days after the Effective Date and (ii) twice annually at the request of the Administrative Agent thereafter. The Administrative Agent shall upon request, provide the results of such audit to the Collateral Agent and any Lender; provided that any requesting Lender executes a confidentiality agreement acceptable to the Administrative Agent and Protiviti, Inc. or such other nationally recognized audit firm, as applicable. (b) Each of the Borrower (including on behalf of each Securitization Subsidiary) and the Servicer shall permit representatives of the Facility Administrative Agent (upon prior written notice at any time and only during the normal business hours of the Borrower and the Servicer) at such from time to time as the Facility Administrative Agent shall reasonably request (xa) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (yb) to visit its properties in connection with the collection, processing or servicing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party of the Borrower and the Servicer agrees to render to the Facility Administrative Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, or Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three two Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once twice in any calendar year. During the existence of an Unmatured Event of Default, or an Event of Default, an Unmatured Servicer Default or a Servicer Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection. (bc) Each Loan Party (and in the case of the Securitization Subsidiaries, the The Borrower on behalf of the Securitization Subsidiaries) and the Servicer, as applicable, shall provide to the Facility Administrative Agent access to the documentation evidencing the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Administrative Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three two Business Days’ prior written notice (so long as no Unmatured Event of Default, or Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once twice per calendar year (so long as no Unmatured Event of Default, or Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing)) or unless necessary to comply with Applicable Law. From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Administrative Agent, the Facility Administrative Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once twice in any calendar year, conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d7.9(e). In connection with the foregoing, the Administrative Agent shall use commercially reasonable efforts to comply with any applicable confidentiality provisions of any relevant Underlying Instrument. (cd) Nothing in this Section 7.9 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.9. (de) The Borrower Servicer shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.6.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) Each of the The Borrower (including on behalf of each Securitization Subsidiary) shall, and shall cause the Servicer shall to, at the Borrower’s expense, permit representatives of the Facility Agent (upon prior written notice at any time and only during the normal business hours of the Borrower and the Servicer) at such from time to time as the Facility Agent shall reasonably request (xA) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (yB) to visit its properties in connection with the collection, processing or servicing managing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party The Borrower agrees, and will cause the Servicer agrees Servicer, to render to the Facility Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Event of Default or Servicer Event of Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three five Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once in any calendar year. During the existence of an Unmatured Event of Default, an Event of Default, an Unmatured Servicer Event of Default or a Servicer Event of Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection. In each case, any such visit shall be reasonable in scope, completed within a reasonable period of time, subject to standard security and confidentiality procedures and shall not otherwise interfere in any material respect with the Borrower’s or the Servicer’s business and operations. (b) Each Loan Party (The Borrower shall, and in shall cause the case of Servicer to, at the Securitization SubsidiariesBorrower’s expense, the Borrower on behalf of the Securitization Subsidiaries) and the Servicer, as applicable, shall provide to the Facility Agent access to the documentation evidencing the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three five Business Days’ prior written notice (so long as no Unmatured Event of Default, Event of Default or Servicer Event of Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once per calendar year (so long as no Unmatured Event of Default, Event of Default or Servicer Event of Default has occurred and is continuing). From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Agent, the Facility Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once in any calendar yearyear (so long as no Unmatured Event of Default, Event of Default or Servicer Event of Default has occurred and is continuing), conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d). (c) Nothing in this Section 7.9 7.7 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of any such obligation shall not constitute a breach of this Section 7.97.7. (d) The Borrower shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.6.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) Each of the The Borrower (including on behalf of each Securitization Subsidiary) shall, and shall cause the Servicer shall to, at the Borrower’s expense, permit representatives of the Facility Agent (upon prior written notice at any time and only during the normal business hours of the Borrower and the Servicer) at such from time to time as the Facility Agent shall reasonably request (xA) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (yB) to visit its properties in connection with the collection, processing or servicing managing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party The Borrower agrees, and will cause the Servicer agrees Servicer, to render to the Facility Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Event of Default or Servicer Event of Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three five Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once twice in any calendar year. During the existence of an Unmatured Event of Default, an Event of Default, an Unmatured Servicer Event of Default or a Servicer Event of Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection. (b) Each Loan Party (The Borrower shall, and in shall cause the case of Servicer to, at the Securitization Subsidiaries, the Borrower on behalf of the Securitization Subsidiaries) Borrower’s expense and the Servicer, as applicable, shall provide to the Facility Agent access to the documentation evidencing the Collateral Obligations and all other documents regarding the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three two Business Days’ prior written notice (so long as no Unmatured Event of Default, Event of Default or Servicer Event of Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once twice per calendar year (so long as no Unmatured Event of Default, Event of Default or Servicer Event of Default has occurred and is continuing). From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Agent, the Facility Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once twice in any calendar year, conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d). (c) Nothing in this Section 7.9 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.9. (d) The Borrower shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.6.

Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s Records. (a) Each of the Borrower (including on behalf of each Securitization Subsidiary) and the Servicer shall permit representatives of the Facility Agent (upon prior written notice at any time and only during the normal business hours of the Borrower and the Servicer) at such from time to time as the Facility Agent shall reasonably request (x) to inspect and make copies of and abstracts from its records relating to the Collateral Obligations, and (y) to visit its properties in connection with the collection, processing or servicing of the Collateral Obligations for the purpose of examining such records, and to discuss matters relating to the Collateral Obligations or such Person’s performance under this Agreement and the other Transaction Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. Each Loan Party of the Borrower and the Servicer agrees to render to the Facility Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided, that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Unmatured Event of Default, Event of Default, Unmatured Servicer Default or Servicer Default has occurred and is continuing, such visits and inspections shall occur only (i) upon three two Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once in any calendar year. During the existence of an Unmatured Event of Default, an Event of Default, an Unmatured Servicer Default or a Servicer Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection. (b) Each Loan Party (and in the case of the Securitization Subsidiaries, the The Borrower on behalf of the Securitization Subsidiaries) and the Servicer, as applicable, shall provide to the Facility Agent access to the Collateral Obligations and all other documents regarding evidencing or otherwise relating to the Collateral Obligations included as part of the Collateral and the Related Security in each case, in its possession, in such cases where the Facility Agent is required in connection with the enforcement of the rights or interests of the Lenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon three two Business Days’ prior written notice (so long as no Unmatured Event of Default, Default or Event of Default or Servicer Default has occurred and is continuing), (ii) during normal business hours and (iii) up to once twice per calendar year (so long as no Unmatured Event of Default, Default or Event of Default or Servicer Default has occurred and is continuing). From and after the Effective Date and periodically thereafter at the reasonable discretion of the Facility Agent, the Facility Agent may review the Borrower’s and the Servicer’s collection and administration of the Collateral Obligations in order to assess compliance by the Servicer with the Servicer’s written policies and procedures, as well as this Agreement and may, no more than once twice in any calendar year, conduct an audit of the Collateral Obligations and Records in conjunction with such review, subject to the limits set forth in Section 7.9(d). (c) Nothing in this Section 7.9 shall derogate from the obligation of any Loan Party the Borrower and the Servicer to observe any Applicable Law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as a result of such obligation shall not constitute a breach of this Section 7.9. (d) The Borrower Servicer shall bear the costs and expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.6.